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.01.
Other Events.
As previously reported,
in November 2017 we entered a transaction agreement with Five Star pursuant to which we agreed to acquire six senior living communities from Five Star for an aggregate purchase price of approximately $104.0 million, including our assumption of approximately $33.7 million of mortgage debt secured by certain of these senior living communities and excluding closing costs. Also, as previously reported, in December 2017, January 2018 and February 2018, we acquired from Five Star two of these senior living communities located in Alabama and Indiana, one of these senior living communities located in Tennessee, and one of these senior living communities located in Arizona, respectively. Five Star began managing those senior living communities for our account upon completion of those acquisitions pursuant to management agreements and pooling agreements between us and Five Star. On June 29, 2018, we acquired from Five Star the remaining two of these senior living communities located in Tennessee for an aggregate purchase price of approximately $23.3 million, including our assumption of approximately $16.6 million of mortgage debt principal secured by those senior living communities and excluding closing costs. Five Star began managing those senior living communities for our account upon completion of those acquisitions pursuant to management agreements and the existing Pooling Agreement No. 12 between us and Five Star, which we and Five Star amended and restated on June 28, 2018 to include another senior living community located in California that we own, that Five Star began managing for our account on that date pursuant to a management agreement between us and Five Star after the previous tenant defaulted on its lease with us.
The foregoing references to the transaction agreement and to our management and pooling agreements with Five Star are qualified in their entirety by reference to the descriptions of those documents included in
Note 9 to our condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, or our Quarterly Report, and in Note 5 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017, or our Annual Report, and to the full text of the transaction agreement, including the forms of management and pooling agreements and other exhibits and schedules thereto, a copy of which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K, and of our Amended and Restated Pooling Agreement No. 12, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Information Regarding Certain Relationships and Related Person Transactions
Five Star was our 100% owned subsidiary until we distributed its common shares to our shareholders in 2001. We are currently one of Five Stars largest stockholders, owning, as of March 31, 2018, 4,235,000 of Five Stars common shares, or approximately 8.4% of Five Stars outstanding common shares. Five Star is our largest tenant and the manager of our managed senior living communities. The RMR Group LLC, or RMR LLC, provides management services to both us and Five Star. The RMR Group Inc., or RMR Inc., the managing member of RMR LLC, is controlled by Adam Portnoy, one of our Managing Trustees, as the sole trustee of ABP Trust. A subsidiary of ABP Trust is Five Stars largest stockholder, owning, as of March 31, 2018, 17,999,999 of Five Stars common shares, or approximately 35.6% of Five Stars outstanding common shares. Adam Portnoy is also a managing director of Five Star. Jennifer B. Clark, our other Managing Trustee, serves as a managing director and as executive vice president, general counsel and secretary of RMR Inc. and an officer of ABP Trust and RMR LLC. Five Stars executive vice president, chief financial officer and treasurer was formerly our Chief Financial Officer and Treasurer. Our executive officers and certain of Five Stars executive officers are also officers of RMR LLC. Because of the continuing relationships between us and Five Star, the terms of the transaction agreement and our management and pooling arrangements with Five Star were negotiated and approved by special committees of our Board of Trustees and Five Stars board of directors composed of our Independent Trustees and Five Stars independent directors who are not also Trustees or directors of the other party, which committees were represented by separate counsel.
For further information about these and other such relationships and related person transactions, please see our Quarterly Report, our Annual Report, our definitive Proxy Statement for our 2018 Annual Meeting of Shareholders, or our Proxy Statement, and our other filings with the Securities and Exchange Commission, or the SEC, including Notes 9, 10 and 11 to our condensed consolidated financial statements included in our Quarterly Report and the sections captioned Managements Discussion and Analysis of Financial Condition and Results of OperationsRelated Person Transactions and Warning Concerning Forward Looking Statements of our Quarterly Report, Notes 5, 6 and 7 to our consolidated financial statements included in our Annual Report and the sections captioned Business, Managements Discussion and Analysis of Financial Condition and Results of OperationsRelated Person Transactions and Warning Concerning Forward Looking Statements of our Annual Report and the section captioned Related Person Transactions and the information regarding our Trustees and executive officers included in our Proxy Statement. In addition, please see the section
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